BY-LAWS
 
                                       OF
 
                                 ADE CORPORATION
 (AS AMENDED AND RESTATED AUGUST 17, 1995 AND AS FURTHER AMENDED JUNE 19, 2002)
 
                                   ARTICLE I
 
                             NAME, OFFICES AND SEAL
 
       Section 1. NAME. The name of the Corporation shall be ADE Corporation.
 
 
       Section 2. PRINCIPAL OFFICE. The principal office of the Corporation in
the Commonwealth of Massachusetts shall be located in Newton, Massachusetts. The
Directors may at any time and from time to time change the location of the
principal office of the Corporation in the Commonwealth.
 
       Section 3. OTHER OFFICES. The Corporation may also have any office or
offices at such other location or locations, within or without the
Commonwealth of Massachusetts, as the Directors may from time to time
designate.
 
       Section 4. SEAL. The seal of the Corporation shall bear its name, the
year of its incorporation, and the word "Massachusetts", and shall otherwise be
in such form as the Directors may from time to time determine.
 
                                   ARTICLE II
 
                                  STOCKHOLDERS
 
       Section 1. ANNUAL MEETING. THE ANNUAL MEETING OF THE STOCKHOLDERS SHALL
BE HELD DURING THE THIRD WEEK OF SEPTEMBER IN EACH YEAR ON SUCH DATE AND AT SUCH
TIME AS SHALL BE FIXED BY THE BOARD OF DIRECTORS IN THE CALL OF THE MEETING.(1)
If that day be a legal holiday at the place where the meeting is to be held, the
meeting shall be held on the next succeeding day not a legal holiday at such
place. Purposes for which an annual meeting is to be held, in addition, to those
prescribed by law, by the Articles of Organization, or by these By-Laws, may be
specified by the Board of Directors in the notice of the meeting.
 
       Section 2. SPECIAL MEETING IN LIEU OF ANNUAL MEETING. If no annual
meeting has been held in accordance with the foregoing provisions, a special
meeting of the stockholders may be held in lieu thereof. Any action taken at
such special meeting shall have the same force and effect as if taken at the
annual meeting, and in such case all references in these By-Laws to the annual
meeting of the stockholders shall be deemed to refer to such special meeting.
Any such special meeting shall be called as provided in Section 3 of this
Article II.
 
       Section 3. SPECIAL MEETINGS. A special meeting of the stockholders may be
called at any time by the Chairman of the Board, the President, by the Board of
Directors, or as otherwise provided in the Massachusetts Business Corporation
Law.
 
 
------------
(1)  As amended on June 19, 2002.
 
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       Section 4. PLACE OF MEETINGS. All meetings of the stockholders shall be
held at such place, either within or without the Commonwealth of Massachusetts,
within the United States as shall be fixed by the Board of Directors in the
notice of the meeting. Any adjourned session of any meeting of the stockholders
shall be held within the United States at the place designated in the vote of
adjournment.
 
       Section 5. NOTICE OF MEETINGS. A written notice of each meeting of
stockholders, stating the place, date, hour, and purposes of the meeting, shall
be given at least seven days before the meeting to each stockholder entitled to
vote thereat and to each stockholder who, by law, by the Article of
Organization, or by these By-Laws, is entitled to notice, by leaving such notice
with him or her or at his or her residence or usual place of business, or by
mailing it, postage prepaid, addressed to such stockholder at his or her address
as it appears in the records of the Corporation. Such notice shall be given by
the Clerk or an Assistant Clerk or by an officer designated by the Board of
Directors. Whenever notice of a meeting is required to be given to a stockholder
under any provision of the Business Corporation Law of the Commonwealth of
Massachusetts or of the Articles of Organization or these By-Laws, a written
waiver thereof, executed before or after the meeting by such stockholder or his
or her attorney thereunto authorized and filed with the records of the meeting,
shall be deemed equivalent to such notice.
 
       Section 6. QUORUM OF STOCKHOLDERS. At any meeting of the stockholders, a
quorum shall consist of a majority in interest of all stock issued and
outstanding and entitled to vote at the meeting, except when a larger quorum is
required by law, by the Articles of Organization, or by these By-Laws. Stock
owned directly or indirectly by the Corporation, if any, shall not be deemed
outstanding for this purpose. Any meeting may be adjourned from time to time by
a majority of the votes properly cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further notice.
 
       Section 7. ACTION BY VOTE. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect to
such office, and a majority of the votes properly cast upon any question other
than an election to an office shall decide the question, except when a larger
vote is required by law, by the Articles of Organization, or by these By-Laws.
 
       Section 8. VOTING. Stockholders entitled to vote shall have one vote for
each share of stock held by them of record according to the records of the
Corporation, unless otherwise provided by the Articles of Organization. No
ballot shall be required for any vote for election to any office unless
requested by a stockholder present or represented at the meeting and entitled to
vote in such election. The Corporation shall not directly or indirectly, vote
any share of its own stock.
 
       Section 9. PROXIES. To the extent permitted by law, stockholders entitled
to vote may vote either in person or by written proxy. No proxy dated more than
six months before the meeting named therein shall be valid. All proxies shall be
filed with the clerk of the meeting before being voted. Unless otherwise
specified or limited by these terms, such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but shall not be valid after
the final adjournment of such meeting.
 
                                      -2-
 
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                                  ARTICLE III
 
                               BOARD OF DIRECTORS
 
       Section 1. NUMBER AND TERM. The Board of Directors shall consist of not
less than three (3) nor more than nine (9) persons. The number of Directors may
not be further increased or decreased without a vote of the stockholders
amending this Section 1. Except as hereinafter provided, the number of directors
shall be fixed, and Directors shall be elected, at the annual meeting of the
stockholders, and each Director shall hold office until the next annual meeting
of the stockholders and until his successor is chosen and qualified. Directors
need not be stockholders. Vacancies in the Board of Directors may be filled by
the remaining Directors, although less than a quorum, for the unexpired term or
terms.
 
       Section 2. NOMINATION. Nominations for the election of directors may be
made by the Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
mailing it, postage prepaid, to the Clerk of the Corporation not later than (a)
with respect to an election to be held at an annual meeting of stockholders,
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting, and (b) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of business on
the tenth day following the date on which notice of such meeting is first given
to stockholders. Each such notice shall set forth (i) the name and address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated; (ii) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (v) the consent of each nominee to serve
as a director of the Corporation if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
 
       Section 3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. The number of
directors constituting the full Board of Directors may be increased between
annual meetings of the stockholders, and newly created directorships resulting
from any such increase shall be filled, by vote of the stockholders. Any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other cause shall be filled only by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office until the next annual
meeting of the stockholders and until such director's successor shall have been
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
 
                                      -3-
 
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       Section 4. REMOVAL OF DIRECTORS. Any director may be removed from office
by stockholder vote at any time, with or without assigning any cause, but only
by the affirmative vote of the holders of at least 80% of the voting power of
the then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
 
       Section 4A. DIRECTORS ELECTED BY HOLDERS OF PREFERRED STOCK. Whenever the
holders of any class or series of Preferred Stock or of any other class or
series of shares issued by the Corporation shall have the right, voting
separately as a class or series, to elect one or more directors under specified
circumstances, the election, term of office, filling of vacancies, and other
features of such directorships shall be governed by the terms of the Articles of
Organization applicable thereto, and none of the provisions of Sections 1 to 4
of this Article III shall apply with respect to directors so elected.
 
       Section 5. RESIGNATIONS. Any director, member of a committee, or officer
may resign at any time by delivering his or her resignation in writing to the
Chairman of the Board, the President, the Clerk, or to a meeting of the Board of
Directors. Such resignation shall be effective upon receipt unless specified to
be effective at some other time.
 
       Section 6. POWERS. Except as reserved to the stockholders by law, the
Articles of Organization, or by these By-Laws, the business of the Corporation
shall be managed by the Board of Directors who shall have and may exercise all
the powers of the Corporation.
 
       Section 7. EXECUTIVE COMMITTEE. The Board of Directors may, by vote of a
majority of the directors then in office, elect from their number an Executive
Committee, which shall consist of the Chief Executive Officer and such number of
other directors as the Board shall determine. The Executive Committee shall have
and may exercise, when the Board of Directors is not in session, the authority
of the Board of Directors in the management of the business of the Corporation,
except that it shall not have authority to:
 
       (a)  Change the principal office of the Corporation;
 
       (b)  Amend the By-Laws;
 
       (c)  Issue stock;
 
       (d)  Establish and designate series of stock or fix and determine the
            relative rights and preferences of any series of stock;
 
       (e)  Elect officers required by law or these By-Laws to be elected by the
            stockholders or directors or fill vacancies in any such offices;
 
       (f)  Change the number of the Board of Directors or fill vacancies in the
            Board of Directors;
 
       (g)  Remove officers or directors from office;
 
       (h)  Authorize the payment of any dividend or distribution to
            stockholders;
 
                                      -4-
 
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       (i)  Authorize the requisition for value of stock of the Corporation; or
 
       (j)  Authorize a merger which by law may be authorized by the Board of
            Directors.
 
       Section 8. OTHER COMMITTEES. The Board of Directors may, by vote of a
majority of the directors then in office, elect from their number other
committees and may delegate to any such committee or committees some or all of
the powers of the Board of Directors except those powers which by law, by the
Articles or Organization, or by the By-Laws they are prohibited from delegating.
Except as the Board of Directors may otherwise determine, the Executive
Committee and any such other committee may make rules for the conduct of its
business, but unless otherwise provided by the Board of Directors or such rules,
its business shall be conducted as nearly as may be in the same manner as is
provided by these By-Laws for the conduct of business by the Board of Directors.
The Board of Directors shall have power to rescind any vote, resolution, or
other action of any committee, provided that the rights of third parties shall
not be impaired by such rescission.
 
       Section 9. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without call or notice immediately after and at the same place as
the annual meeting of the stockholders. Other regular meetings of the Board of
Directors may be held without call or notice at such places and at such times as
the Board of Directors may, from time to time, determine, provided that notice
of the first regular meeting following any such determination shall be given to
absent directors.
 
       Section 10. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time and at any place designated in the call of the meeting,
when called by the Chairman of the Board, the President, or by two or more
directors.
 
       Section 11. NOTICE OF MEETINGS. It shall be sufficient notice to a
director of a meeting of the Board of Directors to send notice by mail at least
forty-eight (48) hours or by telegram at least twenty-four (24) hours before the
meeting, addressed to such director at his or her usual or last known business
or residence address, or to give notice to such director in person or by
telephone at lest twenty-four (24) hours before the meeting. Notice of a meeting
need not be given to any director if a written waiver of notice executed by him
or her before or after the meeting, is filed with the records of the meeting, or
to any director who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.
 
       Section 12. QUORUM OF DIRECTORS. At any meeting of the Board of
Directors, a majority of the directors then in office shall constitute a quorum.
Any meeting may be adjourned from time to time by a majority of the votes cast
upon the question, whether or not a quorum is present, and the meeting may be
held as adjourned without further notice.
 
       Section 13. ACTION BY VOTE. When a quorum is present at any meting, a
majority of the directors present may take any action, except when a larger vote
is required by law, by the Articles of Organization, or by these By-Laws.
 
       Section 14. ACTION BY WRITTEN CONSENT. Unless the Articles of
Organization otherwise provide, any action required or permitted to be taken at
any meeting of the Board of Directors or
 
                                      -5-
 
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of any committee thereof may be taken without a meeting if all the directors or
members of the committee, as the case may be, consent in the action in writing
and the written consents are filed with the records of the meetings of the Board
of Directors or such committee. Such consents shall treated for all purposes as
a vote taken at a meeting.
 
       Section 15. PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT. Unless
otherwise provided by law or the Articles of Organization, members of the Board
of Directors or of any committee, as the case may be, through conference
telephone or similar communications equipment by means of which all persons,
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence at a meeting.
 
       Section 16. COMPENSATION OF DIRECTORS. The Board of Directors may provide
for the payment to any of the directors, other than officers or employees of the
Corporation, of a specified amount for services as a director or member of a
committee of the Board, or of a specified amount for attendance at each regular
or special Board or committee meeting, or of both, and all directors shall be
reimbursed for expenses of attendance at any such meeting; provided, however,
that nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
 
                                   ARTICLE IV
 
                               OFFICERS AND AGENTS
 
       Section 1. ENUMERATION QUALIFICATION. The officers of the Corporation
shall be a President, a Treasurer, a Clerk and such other officers, including,
without limitation, a Chairman of the Board and one or more Vice Presidents,
Assistant Treasurers, and Assistant Clerks as the Board of Directors from time
to time may in their discretion elect or appoint. In addition, the Corporation
shall have such other agents as may be appointed by management in accordance
with these By-Laws. The Chairman of the Board and the President shall each be a
director. The Clerk shall be a resident of Massachusetts unless the Corporation
has a resident agent appointed for the purpose of service of process. Any two or
more offices may be held by the same person. Any officer may be required by the
Board of Directors to give bond for the faithful performance of his or her
duties to the corporation in such amount and with such sureties as the directors
may determine.
 
       Section 2. POWERS. Subject to law, to the Articles of Organization, and
to the other provisions of these By-Laws, each officer shall have, in addition
to the duties and powers herein set forth, such duties and powers as the Board
of Directors may from time to time designate.
 
       Section 3. ELECTION. The Chairman of the Board, if any, the President,
the Treasurer, and the Clerk shall be elected annually by the Board of Directors
at their first meeting following the annual meeting of the stockholders. Other
officers, if any, may be elected or appointed by the Board of Directors at said
meeting or at any other time.
 
       Section 4. TENURE. Except as otherwise provided by law, by the Articles
of Organization, or by these By-Laws, the Chairman of the Board, if any, the
President, the Treasurer, and the Clerk shall hold office until the first
meeting of the Board of Directors
 
                                      -6-
 
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following the next annual meeting of the stockholders and until their respective
successors are chosen and qualified, and each other officer shall hold office
for such term as may be designated in the vote electing or appointing such
officer, or in each case until such officer sooner dies, resigns, is removed, or
becomes disqualified.
 
       Section 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Corporation shall be the Chairman of the Board, the President, or such other
officer as may from time to time be designated by the Board of Directors. If no
such designation is made, the President shall be the Chief Executive Officer.
The Chief Executive Officer shall, subject to the control of the Board of
Directors, have general charge and supervision of the business of the
Corporation and, except as the Board of Directors shall otherwise determine,
shall preside at all meetings of the stockholders and of the Executive
Committee. Unless otherwise determined by the Board of Directors, the Chief
Executive Officer shall have the authority to appoint such agents, in addition
to those officers enumerated in Section 1 of this Article IV as being elected or
appointed by the Board of Directors, as the Chief Executive Officer shall deem
appropriate and to define their respective duties and powers.
 
       Section 6. CHAIRMAN OF THE BOARD. If a Chairman of the Board of Directors
is elected, said Chairman shall preside at all meetings of the Board of
Directors and shall have the duties and powers specified in these By-Laws and
such other duties and powers as may be determined by the Board of Directors.
 
       Section 7. PRESIDENT AND VICE PRESIDENTS. The President shall have the
duties and powers specified in these By-Laws and shall have such other duties
and powers as may be determined by the Board of Directors.
 
       The Vice Presidents shall have such duties and powers as shall be
designated from time to time by the Board of Directors. Unless the Board of
Directors otherwise determines, one Vice President shall be designated as the
Chief Financial Officer of the Corporation and, as such, shall be the chief
financial and accounting officer of the Corporation and shall have the duties
and powers commonly incident thereto.
 
       Section 8. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall have
general responsibility for the corporate treasury function, shall be in charge
of its funds and valuable papers, books or account, and accounting records, and
shall have such other duties and powers as may be designated from time to time
by the Board of Directors.
 
       Any Assistant Treasurer shall have such duties and powers as shall be
designated from time to time by the Board of Directors or the Treasurer.
 
       Section 9. CLERK AND ASSISTANT CLERKS. The Clerk shall record all
proceedings of the stockholders and Board of Directors in a book or series of
books to be kept for that purpose, which book or books shall be kept at the
principal office of the Corporation and shall be open at all reasonable times
to the inspection of any stockholder. In the absence of the Clerk from any
meeting of the stockholders or Board of Directors, an Assistant Clerk, or if
there be none or the Assistant Clerk is absent, a temporary clerk chosen at
the meeting, shall record the proceedings thereof in the aforesaid book.
 
       Any Assistant Clerks shall have such other duties and powers as shall be
designated from time to time by the Board of Directors or the Clerk.
 
                                      -7-
 
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                                   ARTICLE V
 
                                  CAPITAL STOCK
 
       Section 1. STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him or her, in such form as shall, in conformity
to law, be prescribed from time to time by the Board of Directors. Such
certificate shall be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the
certificate is signed by a transfer agent, or by a registrar, other than a
director, officer, or employee of the Corporation. In case any officer who has
signed or whose facsimile signature has been placed on such certificate shall
have been ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he or she were such officer
at the time of its issue.
 
       Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, these By-Laws,
or any agreement to which the Corporation is a party shall have the restriction
noted conspicuously on the certificate and shall also set forth on the face or
back either the full text of the restriction or a statement of the existence of
such restriction and a statement that the Corporation will, upon written
request, furnish a copy thereof to the holder of such certificate without
charge.
 
       Section 2. LOST CERTIFICATES. In the case of the alleged loss,
destruction, or mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such conditions as the Board of Directors
may prescribe. When authorizing such issue of a new certificate, the Board may
in its discretion require the owner of such lost, destroyed, or mutilated
certificate, or his or her legal representative, to give the Corporation a bond,
with or without surety, sufficient in the Board's opinion to indemnify the
Corporation against any loss or claim that may be made against it with respect
to the certificate alleged to have been lost, destroyed, or mutilated.
 
       Section 3. TRANSFER OF SHARES. Subject to the restrictions, if any,
stated or noted on the stock certificates, shares of stock may be transferred on
the books of the Corporation by the surrender to the Corporation or its transfer
agent of the certificate thereof properly endorsed or accompanied by a written
assignment and power of attorney properly executed with necessary transfer
stamps affixed, and with such proof of the authenticity of signature as the
Board of Directors or the transfer Agent of the Corporation may reasonably
require. Except as may be otherwise required by law, by the Articles of
Organization, or by the By-Laws, the Corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to receive notice and
to vote with respect thereto, regardless of any transfer, pledge, or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-Laws.
 
       Section 4. RECORD DATE AND CLOSING TRANSFER BOOKS. The Board of Directors
may fix in advance a time, which shall not be more than sixty (60) days before
the date of any meeting of stockholders or the date for the payment of any
dividend or making of any distribution to stockholders or the last day on which
the consent or dissent of stockholders may be effectively
 
                                      -8-
 
<Page>
 
 
expressed for any purpose, as the record date for determining the stockholders
having the right to notice of and to vote at such meeting and any adjournment
thereof or the right to receive such dividend or distribution or the right to
give such consent or dissent, and in such case only stockholders of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the Corporation after the record date; or without fixing such
record date the Board of Directors may for any of such purposes close the
transfer books for all or any part of such period.
 
       If no record date is fixed and the transfer books are not closed, the
record date for determining stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the date
next preceding the day on which notice is given, and the record date for
determining stockholders for any other purpose shall be at the close of business
on the date on which the Board of Directors acts with respect thereto.
 
                                   ARTICLE VI
 
                                 INDEMNIFICATION
 
       Section 1. DIRECTORS AND OFFICERS. The Corporation shall, to the full
extent permitted by law, indemnify each of its directors and officers (including
persons who serve at its request as directors, officers, or trustees of another
organization in which it has any interest, direct or indirect, as a shareholder,
creditor, or otherwise or who serve at its request in any capacity with respect
to any employee benefit plan) against all liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise, or as fines and
penalties, and counsel fees, reasonably incurred by him in connection with the
defense or disposition of any action, suit, or other proceeding, whether civil
or criminal, in which he may be involved or with which he may be threatened,
while in office or thereafter, by reason of his being or having been such a
director, officer, or trustee except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
Corporation, or to the extent that such matter relates to service with respect
to an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan; provided, however, that as to any
matter disposed of by a compromise payment by such director or officer, pursuant
to a consent decree or otherwise, no indemnification either for said payment or
for any other expenses shall be provided unless such compromise shall be
approved as in the best interests of the Corporation, after notice that it
involves such indemnification; (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interests of the Corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or officer.
 
       Expenses, including counsel fees, reasonably incurred by any director or
officer in connection with the defense or disposition of any action, suit, or
other proceeding may be paid from time to time by the Corporation, at the
discretion of a majority of the disinterested directors then in office, in
advance of the final disposition thereof upon receipt of an undertaking by such
 
                                      -9-
 
<Page>
 
 
director or officer to repay the amounts so paid to the Corporation if it is
ultimately determined that indemnification for such expenses is not authorized
under this Article VI, which undertaking may be accepted without reference to
the financial ability of such director or officer to make repayment.
 
       The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which any director or officer may be entitled. As
used in this section, the terms "director" and "officer" include their
respective heirs, executors, and administrators, an "interested" director or
officer is one against whom in such capacity the proceedings in question or
another proceeding on the same or similar grounds is then pending or threatened,
and a "disinterested" director is one against whom no such proceeding is then
pending or threatened. Nothing contained in this section shall affect any rights
to indemnification to which corporate personnel other than directors and
officers may be entitled by contract or otherwise under law.
 
       The Board of Directors may authorize the purchase and maintenance of
insurance, in such amounts as the Board of Directors may from time to time deem
appropriate, on behalf of any person who is or was a director or officer or
agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, or agent of another organization in which it
has any interest, direct or indirect, as a shareholder, creditor, or otherwise,
or with respect to any employee benefit plan, against any liability incurred by
him in any such capacity, or arising out of his status as such, whether or not
such person is entitled to indemnification by the Corporation pursuant to this
Article VI or otherwise and whether or not the Corporation would have the power
to indemnify him against such liability.
 
                                  ARTICLE VII
 
                                  MISCELLANEOUS
 
       Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be such
period as shall from time to time be determined by the Board of Directors.
 
       Section 2. AUTHORIZATION OF LOANS AND INDEBTEDNESS. No loan shall be
contracted on behalf of the Corporation, and no bond, note, debenture,
guarantee, or other obligation or evidence of indebtedness of the Corporation
issued with respect thereto shall be made, executed, and delivered, unless
authorized by the Board of Directors, which authorization may be general or
confined to specific instances.
 
       Section 3. EXECUTION OF DOCUMENTS. Except as the Board of Directors may
generally or in specific instances authorize the execution thereof in some other
manner, all deeds, leases, transfers, contracts, checks, drafts, and other
orders for the payment of money out of the funds of the Corporation, and (if the
issuance thereof shall have been authorized pursuant to Section 2 of this
Article VII) all bonds, notes, debentures, guarantees, and other obligations or
evidences of indebtedness of the Corporation shall be executed by the Chairman
of the Board, the President, any Vice President, or the Treasurer.
 
       Section 4. VOTING OF SECURITIES. Except as the Board of Directors may
generally or in specific instances direct otherwise, the Chairman of the Board,
the President, any Vice President,
 
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or the Treasurer shall have the power, in the name and on behalf of the
Corporation, to waive notice of, appoint any person or persons to act as proxy
or attorney-in-fact of the Corporation (with or without power of substitution)
to vote at, or attend and act for the Corporation at, any meeting of holders of
shares or other securities of any other organization of which the Corporation
holds shares or securities.
 
       Section 5. APPOINTMENT OF AUDITOR. The Board of Directors, or a committee
thereof, shall each year select independent public accountants to report to the
stockholders on the financial statements of the Corporation for such year. The
selection of such accountants shall be presented to the stockholders for their
approval at the annual meeting each year; provided, however, that if the
shareholders shall not approve the selection made by the Board, the Board shall
appoint other independent public accountants for such year.
 
       Section 6. CONTROL SHARE ACQUISITIONS. The provisions of Massachusetts
General Laws Chapter 110D, Regulation of Control Share Acquisitions, shall not
apply to "control share acquisitions" (as defined in said Chapter 110D) of this
Corporation unless and until the Board of Directors shall determine otherwise.
 
                                  ARTICLE VIII
 
                                   AMENDMENTS
 
       Except as provided in the second paragraph of this Article VIII, these
By-Laws may be altered, amended, or repealed, and new By-Laws not inconsistent
with any provision of the Articles of Organization or applicable statute may be
made either by the affirmative vote of a majority of the voting power of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, at
any annual or special meeting of the stockholders called for that purpose, or
(except with respect to any provision hereof which by law, the Articles of
Organization, or these By-Laws requires action by the stockholders) by the
affirmative vote of a majority of the Board of Directors then in office. Not
later than the time of giving notice of the meeting of stockholders next
following the making, amending, or repealing by the Board of Directors of any
By-Law, notice thereof stating the substance of such change shall be given to
all stockholders entitled to vote on amending the By-Laws. Any By-Law made,
amended, or repealed by the Board of Directors may be altered, amended,
repealed, or reinstated by the stockholders.
 
       Notwithstanding anything contained in these By-Laws to the contrary, the
affirmative vote of the holders of 80% of the voting power of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to alter, amend, adopt any provision inconsistent with, or repeal
any provision of Section 1, 2, 3 or 4 Article III of these By-Laws or this
Article VIII.